<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
Delaware 135 Duryea Road 11-3136595
(State or other jurisdiction of Melville, New York 11747 (I.R.S. Employer
incorporation or organization) (516) 843-5500 Identification Number)
Stanley M. Bergman
Chairman, Chief Executive
Officer and President
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
(516) 843-5500
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices and agent for service)
Copies to:
Robert A. Cantone, Esq. Mark E. Mlotek, Esq.
Proskauer Rose LLP Vice President, General Counsel and Secretary
1585 Broadway Henry Schein, Inc.
New York, New York 10036 135 Duryea Road
(212) 969-3000 Melville, New York 11747
(516) 843-5500
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount of
Title of shares to be Amount to be Proposed maximum offering Proposed maximum aggregate registration
registered registered price per share(1) offering price(1) fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share. 225,515 shares $31.72 $7,153,336 $1,989
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, pursuant to Rule 457(c) of the Securities Act of 1933, upon
the average of the high and low prices of the Common Stock on the
Nasdaq Stock Market on May 18, 1999.
-------------------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
HENRY SCHEIN, INC.
-------------------------------
225,515 SHARES OF COMMON STOCK
($0.01 Par Value)
-------------------------------
The shareholders of Henry Schein, Inc. ("HSI") listed below (the
"Selling Shareholders") are offering and selling up to 225,515 shares (the
"Offered Shares") of HSI's common stock, par value $0.01 (the "Common Stock").
HSI will receive no part of the proceeds of this offering. The Selling
Shareholders obtained the Offered Shares in connection with acquisitions made by
HSI.
The Selling Shareholders may offer the Offered Shares through brokers,
dealers or agents or directly to purchasers. These transactions may be effected
in the over-the-counter market or otherwise, and at market prices prevailing at
the time of sale, or at privately negotiated prices. The Selling Stockholders
will bear all commissions, and other compensation paid to brokers in connection
with the sale of the Offered Shares. HSI will bear the expense of registering
the Offered Shares in this offering.
The Common Stock is traded on the Nasdaq Stock Market under the symbol
"HSIC". On May 21, 1999, the closing sale price of the Common Stock was
$31.4375.
Investing in the Offered Shares involves certain risks. See "Risk
Factors" beginning on page 4 for a discussion of certain factors that should be
considered by prospective purchasers of the Offered Shares.
-------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is May 24, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
HSI is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Thus, we file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference room in Washington, D.C. at 450
Fifth Street, N.W., Washington, D.C. 20549, or in the public reference rooms
located in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's Website at
"http"//www.sec.gov".
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act:
1. HSI's Annual Report on Form 10-K for the fiscal year ended
December 26, 1998 (File No. 0-27028);
2. HSI's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 27, 1999
3. Registration Statement on Form 8-A dated October 27, 1995,
registering the Common Stock under the Exchange Act
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
(516) 843-5500
Attention: Mark E. Mlotek
HSI has filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act, with respect to the Offered
Shares. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto, certain portions of which have
been omitted as permitted by the rules and regulations of the SEC. Copies of the
Registration Statement (including the omitted portions) are available from the
SEC upon payment of prescribed rates. For further information, reference is made
to the Registration Statement and the exhibits filed therewith. Statements
contained in this Prospectus or the Registration Statement relating to the
contents of any contract or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance are
qualified in all respects by the full text of such contract or document.
You should rely only on the information or representations provided or
incorporated in this Prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the cover page.
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RISK FACTORS
You should carefully consider the following factors and other
information in this Prospectus before deciding to invest in the Offered Shares.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Any forward looking statements contained in this
Prospectus are subject to, among other things, the following factors.
The Healthcare Products Distribution Industry Is Intensely Competitive
The healthcare products distribution business is intensely competitive.
HSI competes with numerous other companies, including several major
manufacturers and distributors. Some of these competitors have greater financial
and other resources than HSI. Most of HSI's products are available from several
sources, and its customers tend to have relationships with several distributors.
In addition, competitors could obtain exclusive rights to market particular
products. Manufacturers also could increase their efforts to sell directly to
end-users, thereby by-passing distributors like HSI. Consolidation among
healthcare products distributors could result in existing competitors increasing
their market position through acquisitions or joint ventures, which could
materially adversely affect HSI's operating results. In addition, the emergence
of new competitors could materially adversely affect HSI's operating results.
HSI's Strategy of Expansion Through Acquisitions and Joint Ventures Involves
Several Risks
HSI intends to continue to expand in its domestic and international
markets, in part through acquisitions and joint ventures. HSI's ability to
continue to expand successfully through acquisitions and joint ventures will
depend upon the following:
o the availability of suitable acquisition or joint venture
candidates at prices acceptable to HSI;
o HSI's ability to consummate such transactions; and
o the availability of financing (in the case of non-stock
transactions) on terms acceptable to HSI.
There can be no assurance that HSI will be effective in making future
acquisitions or joint ventures. Such transactions involve numerous risks,
including possible adverse short-term effects on HSI's operating results or the
market price of the Common Stock. Some of HSI's acquisitions and future
acquisitions may also give rise to an obligation by HSI to make contingent
payments or to satisfy certain repurchase obligations, which payments could have
an adverse financial effect on HSI. In addition, integrating acquired businesses
and joint ventures:
o may result in a loss of customers or product lines of the acquired
businesses or joint ventures;
o requires significant management attention; and
o may place significant demands on HSI's operations, information
systems and financial resources.
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For information regarding recent acquisitions by HSI, see the discussion under
the heading "HSI-- Recent Acquisitions".
Certain Insiders Have Significant Control over HSI
As of May 19, 1999, Stanley M. Bergman, Chairman of the Board, Chief
Executive Officer and President of HSI, owned, directly or indirectly,
approximately 2.1% of the outstanding shares of Common Stock. In addition, under
an amended and restated agreement with, among others, certain of HSI's current
principal stockholders (the "HSI Agreement"), Mr. Bergman has the right to
direct the nomination of all of the nominees to HSI's Board of Directors until
December 31, 2003; provided, however, that if Marvin H. Schein, a principal
stockholder and a member of the Board of Directors, does not approve such
nominations, Mr. Bergman and Mr. Schein will each nominate that number of
nominees equal to one-half of the entire Board, rounded down to the nearest
whole number (of which one will be an independent nominee), and the remaining
nominee (if there is an odd number of directors) will be selected by the two
independent nominees. Until December 31, 2003, the current principal
stockholders of HSI who are parties to the HSI Agreement are required to vote
for Mr. Bergman's nominees to HSI's Board of Directors.
Because of these voting arrangements, Mr. Bergman has significant
influence over matters requiring the approval of HSI's Board of Directors or
stockholders of HSI. Under certain circumstances, these voting arrangements may
terminate prior to December 31, 2003. In that event, certain of HSI's current
principal stockholders may be able to significantly influence all matters
requiring stockholder approval, including the election of directors.
HSI Experiences Fluctuations in Quarterly Earnings
HSI's business has been subject to seasonal and other quarterly
fluctuations. Net sales and operating profits generally have been higher in the
fourth quarter due to the timing of sales of software, year-end promotions, and
purchasing patterns of office-based healthcare practitioners. Net sales and
operating profits generally have been lower in the first quarter, primarily due
to increased purchases in the prior quarter. Quarterly results may also be
adversely affected by a variety of other factors, including:
o the timing of acquisitions and related costs;
o the release of software enhancements;
o promotions;
o adverse weather; and
o fluctuations in exchange rates associated with international
operations.
Strikes or other service interruptions could adversely affect HSI's
ability to deliver products on a timely basis and result in incremental shipping
and payroll costs, thereby adversely impacting quarterly results.
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HSI's Technology Segment Depends Upon Continued Product Development, Technical
Support and Marketing
During the 1998 fiscal year, approximately $42.7 million, or 2.2%, of
HSI's net sales and $33.8 million, or 5.6%, of HSI's gross profit was derived
from its technology segment's value-added products and services, primarily sales
of HSI's Easy Dental(R) Plus, Dentrix Dental System(R), and AVImark(R) practice
management software and other value added products and services to United States
dental, medical and veterinary office-based healthcare practitioners.
Competition among companies supplying practice management software is intense
and increasing. HSI's future sales of practice management software will depend,
among other factors:
o upon the effectiveness of HSI's sales and marketing programs;
o HSI's ability to enhance its products; and
o its ability to provide ongoing technical support.
There can be no assurance that HSI will be successful in introducing
and marketing software enhancements or new software, or that such software will
be released on time or accepted by the market. HSI's software products, like
software products generally, may contain undetected errors or bugs when
introduced or as new versions are released. There can be no assurance that
future problems with post-release software errors or bugs will not occur. Any
such defective software may result in increased expenses related to the software
and could adversely affect HSI's relationships with the customers using such
software. HSI does not have any patents on its software and relies upon
copyright, trademark and trade secret laws; there can be no assurance that such
legal protections will be available or enforceable to protect its software
products. HSI's Easy Dental(R) Plus software products are generally distributed
under "shrink-wrap" licenses that are not signed by the customer and, therefore,
may be unenforceable in certain jurisdictions.
HSI's International Operations are Subject to Inherent Risks
During fiscal 1998, approximately $231.0 million, or 12.0%, of HSI's
net sales and $73.1 million, or 12.1%, of HSI's gross profit was derived from
sales to customers located outside the United States and Canada. HSI's
international operations are subject to a number of inherent risks, including:
o difficulties in opening and managing foreign offices and
distribution centers;
o difficulties in establishing channels of distribution;
o fluctuations in the value of foreign currencies;
o import/export duties and quotas; and
o unexpected regulatory, economic and political changes in foreign
markets.
There can be no assurance that these factors will not adversely affect HSI's
operating results.
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HSI's Future Performance is Materially Dependent Upon its Senior Management
HSI's future performance will depend, in part, upon the efforts and
abilities of certain members of its existing senior management, particularly
Stanley M. Bergman, Chairman, Chief Executive Officer and President, James P.
Breslawski and Bruce J. Haber, Executive Vice Presidents, Larry M. Gibson,
President of HSI's Practice Management Technologies Group, and Steven Paladino,
Senior Vice President and Chief Financial Officer. The loss of service of one or
more of these persons could have an adverse effect on HSI's business. HSI has
entered into employment agreements with Mr. Bergman and Mr. Haber. The success
of certain acquisitions and joint ventures effected by HSI may depend, in part,
on HSI's ability to retain key management of the acquired businesses or joint
ventures.
The Healthcare Industry Is Experiencing Rapid Change
In recent years, the healthcare industry has undergone significant
change driven by various efforts to reduce costs, including potential national
healthcare reform, trends toward managed care, cuts in Medicare, consolidation
of healthcare distribution companies and collective purchasing arrangements by
office-based healthcare practitioners. If HSI is unable to react effectively to
these and other changes in the healthcare industry, its operating results could
be adversely affected. HSI cannot predict whether any significant healthcare
reform efforts will be enacted or what effect such reforms might have on HSI or
its customers and suppliers.
Government Regulation
HSI's business is subject to requirements under various local, state,
Federal and foreign governmental laws and regulations applicable to the
manufacture and distribution of pharmaceuticals and medical devices. Among the
Federal laws with which HSI must comply are the Federal Food, Drug, and Cosmetic
Act, the Prescription Drug Marketing Act of 1987, and the Controlled Substances
Act.
The Federal Food, Drug, and Cosmetic Act generally regulates the
introduction, manufacture, advertising, labeling, packaging, storage, handling,
marketing and distribution of, and recordkeeping for, pharmaceuticals and
medical devices shipped in interstate commerce.
The Prescription Drug Marketing Act of 1987, which amended the Federal
Food, Drug and Cosmetic Act, establishes certain requirements applicable to the
wholesale distribution of prescription drugs, including the requirement that
wholesale drug distributors be registered with the Secretary of Health and Human
Services or licensed by each state in which they conduct business in accordance
with federally established guidelines on storage, handling and record
maintenance.
Under the Controlled Substances Act, HSI, as a distributor of
controlled substances, is required to obtain annually a registration from the
Attorney General in accordance with specified rules and regulations and is
subject to inspection by the Drug Enforcement Administration acting on behalf of
the Attorney General.
HSI could be prevented from selling manufactured products if HSI (or
Novocol Pharmaceutical of Canada, Inc. ("Novocol"), an affiliated company that
manufactures dental anesthetic products and is 50% owned by HSI) were to receive
an adverse report following an inspection by the Food and Drug Administration
(the "FDA") or the Drug Enforcement Administration, or if a competitor were to
receive prior approval of new products from the FDA. A violation of law or
regulation by Novocol could cause its
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operations to be suspended. A suspension could have an adverse effect on HSI's
equity in earnings of affiliates and could require HSI to seek alternative
sources of products manufactured by Novocol, possibly at higher prices than
currently paid by HSI.
In response to a Warning Letter from the FDA regarding its compliance
with current Good Manufacturing Practices ("cGMP's") of its dental anesthetic
products, Novocol has temporarily suspended the manufacture and shipment of
these products to the United States. In each of January and February 1999,
Novocol instituted a voluntary recall of approximately 240 batches in the
aggregate of dental anesthetic products sold in 1997 and 1998 under its name and
certain private labels. The impact on HSI's earnings in the fourth quarter of
the 1998 fiscal year was approximately $0.04 per share on a diluted basis. HSI
estimates that the impact will be $0.02 to $0.04 per share, per quarter, on a
diluted basis, during the second quarter of the 1999 fiscal year, and possibly
beyond that date in the event Novocol is unable to resolve the issues that led
to the recalls. Novocol is cooperating fully with the FDA to resolve the issues
that led to the recalls, however it is unable to predict when manufacturing and
shipments of the products to the United States will recommence or whether it
will regain the market share that it had prior to the suspension.
HSI is required to maintain licenses and permits for the distribution
of pharmaceutical products and medical devices under the laws of the states in
which is operates. In addition, HSI's dentist and physician customers are
subject to significant governmental regulation. There can be no assurance that
regulations that impact dentists' or physicians' practices will not have a
material adverse impact on HSI's business.
HSI believes that it is in substantial compliance with all of the
foregoing laws and the regulations promulgated thereunder and possesses all
material permits and licenses required for the conduct of its business.
HSI Relies Upon Third Parties to Ship Products to Customers
Shipping is a significant expense in the operation of HSI's business.
HSI ships almost all of its U.S. orders by UPS and other delivery services, and
typically bears the cost of shipment. Accordingly, any significant increase in
shipping rates could have an adverse effect on HSI's operating results.
Similarly, strikes or other service interruptions by such shippers could cause
HSI's operating expenses to rise and adversely affect HSI's ability to deliver
products on a timely basis.
The Common Stock Has Experienced Market Price Volatility
The stock market historically has experienced volatility that has
particularly affected the market prices of securities of many companies in the
healthcare industry, and which sometimes has been unrelated to the operating
performances of such companies. These market fluctuations may adversely affect
the market price of the Common Stock. Since the end of HSI's 1998 fiscal year on
December 26, 1998, the closing market price of the Common Stock as reported on
the Nasdaq National Market has ranged from a high of $46.3125 to a low of
$19.5625.
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HSI's Rights Plan and Certificate of Incorporation and By-Law Provisions May
Discourage Third Party Offers to Acquire HSI
On November 30, 1998, HSI's Board of Directors adopted a Stockholder
Rights Plan (the "Rights Plan") and declared a dividend under the Rights Plan of
one Right on each outstanding share of the Common Stock. The Rights, which are
designed to guard against attempts to take over HSI at prices that do not
reflect HSI's full value, or which are conducted in a manner or on terms not
approved by the Board as being in the best interests of HSI and the
stockholders, may make it more difficult for a third party to acquire HSI, and
may discourage or prevent the consummation of an acquisition of HSI or the
Common Stock at a price that a majority of HSI's stockholders would be willing
to accept.
The Rights Plan is similar to stockholder rights plans which have been
adopted by many public companies. The Rights provide, in substance, that should
any person or group acquire 15% or more of the common stock, each Right, other
than Rights held by the acquiring person or group, would entitle its holder to
purchase a specified number of the shares of Common Stock for 50% of their
then-current market value. Unless a 15% acquisition has occurred, the Rights may
be redeemed by HSI at any time. The right to purchase shares at a discount would
not be triggered by a tender or exchange offer for all outstanding shares of HSI
at a price and on terms that the Board determines to be adequate and in the best
interest of HSI and its stockholders. In addition, the Rights are not triggered
by the positions of existing stockholders. The Rights will expire on November
30, 2008, unless earlier redeemed by HSI as described above.
Certain provisions of HSI's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation") and HSI's Amended
and Restated By-laws (the "By-laws"), as amended, may make it more difficult for
a third party to acquire HSI, may discourage acquisition bids for HSI, or may
limit the price that certain investors might be willing to pay in the future for
shares of Common Stock. These provisions, among other things:
o require the affirmative vote of the holders of at least 60% of the
shares of Common Stock entitled to vote to approve a merger or a
sale, lease, transfer or exchange of all or substantially all of
the assets of HSI; and
o require the affirmative vote of the holders of at least 662/3% of
the shares entitled of Common Stock to vote to:
o remove a director;
o amend or repeal certain provisions of HSI's Certificate of
Incorporation; and
o to amend or repeal the By-laws of HSI (except that the Board of
Directors may amend by-laws adopted prior to the 1997 Annual
Meeting of Stockholders).
In addition, the rights of holders of Common Stock will be subject to,
and may be adversely affected by, the rights of any holders of preferred stock
of HSI with rights senior to the rights of the holders of Common Stock.
Under certain conditions, Section 203 of the Delaware General
Corporation Law prohibits HSI from engaging in a "business combination" with an
"interested stockholder" (in general, a stockholder owning 15% or more of HSI's
outstanding voting stock) for a period of three years.
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In addition, both HSI's 1994 Stock Option Plan and 1996 Non-Employee
Director Stock Option Plan provide for accelerated vesting of stock options upon
a change in control of HSI, and certain agreements between HSI and its executive
officers provide for increased severance payments if such executive officers are
terminated without cause within two years after a change in control of HSI.
The Market Value of the Common Stock May Be Affected By the Number of Shares
Eligible for Future Sales
Future sales of substantial amounts of Common Stock in addition to the
Offered Shares by certain of HSI's current stockholders, or the perception that
such sales may occur, could adversely affect the market price for the Common
Stock. As of May 19, 1999, an aggregate of approximately 565,000 shares of
Common Stock were registered for sale by certain stockholders pursuant to a
registration rights agreement between such stockholders and HSI (and such
stockholders have the right to have up to approximately 2,000,000 additional
shares registered), and approximately 7,200,000 shares of Common Stock,
constituting approximately 17.7% of the shares of Common Stock outstanding as of
that date, were eligible for immediate resale in the public market pursuant to
Rule 144 under the Securities Act. Other shares will become eligible for resale
as a result of the lapsing of Securities Act holding periods or future
acquisitions by HSI. HSI may grant additional registration rights in connection
with future acquisitions. In addition, as of May 19, 1998 an aggregate of
approximately 4,800,000 shares of Common Stock were reserved for issuance upon
the exercise of outstanding options to purchase shares of Common Stock, all of
which shares would be, when issued, eligible for immediate resale in the public
market.
HSI's Business Is Subject to Year 2000 Issues
HSI continues to conduct a company-wide program to prepare its computer
systems, applications and software products for the year 2000, as well as to
assess the readiness for the year 2000 of critical vendors and other third
parties upon which HSI relies to operate its business. The Year 2000 issue
arises from the widespread use of computer programs that rely on two-digit date
codes to perform computations or decision-making functions. The inability of
computer programs worldwide to correctly process data after December 31, 1999
could have grave consequences to governments, businesses and consumers alike.
HSI has created a Year 2000 Task Force (the "Task Force") to assess the
business risks associated with all phases of HSI's operations and to prioritize
corrective actions to avoid or mitigate the consequences of each of HSI's and
its critical vendors' and third parties' non-compliant systems, applications and
products so as to minimize potential disruptions to our business and service to
our customers. Consequently, the Task Force's efforts are divided into three
main categories: (i) internal business systems and services, (ii) critical
vendor and other third party business systems and products and services, and
(iii) customer business system interfaces. For more information on this issue
and its risks for HSI, see the discussion under the caption "HSI--Year 2000
Issues".
HSI Is Subject to Product Liability and Other Claims in the Ordinary Course of
Business
The manufacture or distribution of certain products by HSI involves a
risk of product liability claims, and from time to time HSI is named as a
defendant in products liability cases as a result of its distribution of
pharmaceutical and other healthcare products. HSI intends to vigorously defend
all such claims, suits and complaints. For information regarding certain pending
legal proceedings, see the discussion under the caption "HSI--Certain Legal
Proceedings".
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HSI has various insurance policies, including product liability
insurance covering risks and in amounts it considers adequate. In many cases HSI
is covered by indemnification from the manufacturer of the product. There can be
no assurance that the coverage maintained by HSI is sufficient to cover all
future claims or will be available in adequate amounts or at a reasonable cost,
or that indemnification agreements will provide adequate protection for HSI.
HSI
HSI is the largest distributor of healthcare products and services to
office-based healthcare practitioners in the combined North American and
European markets. HSI has operations in the United States, Canada, Mexico, the
United Kingdom, The Netherlands, Belgium, Germany, France, the Republic of
Ireland, Austria, Spain, Australia and New Zealand.
HSI conducts its business principally through two segments, healthcare
distribution and technology. These segments, which are operated as individual
business units, offer different products and services, albeit to the same
customer base. HSI's healthcare distribution segment consists of HSI's dental,
medical, veterinary and international groups. The international group is
comprised of HSI's healthcare distribution business units located primarily in
Europe and the Pacific Rim, and offer products and services to dental, medical
and veterinary customers located in their respective geographic regions. HSI's
technology segment consists primarily of HSI's practice management software
business and certain other value-added products and services which are
distributed primarily to healthcare professionals in the North American market.
HSI sells products and services to over 300,000 customers, primarily
dental practices and dental laboratories, as well as physician practices,
veterinary clinics and institutions. In 1998, HSI's healthcare distribution
segment sold products to over 75% of the estimated 100,000 dental practices in
the United States. HSI believes that there is strong awareness of the "Henry
Schein" name among office-based healthcare practitioners due to its more than 60
years of experience in distributing healthcare products. Through its
comprehensive catalogs and other direct sales and marketing programs, HSI offers
its customers a broad product selection of both branded and private brand
products which includes in excess of 60,000 stock keeping units ("SKU's") in
North America, approximately 55,000 SKU's in Europe and approximately 22,000
SKU's in Australia, at published prices that HSI believes are below those of
many of its competitors.
HSI's technology segment offers various value-added products and
services such as practice management software. As of the end of its 1998 fiscal
year on December 26, 1998, HSI had sold over 28,000 dental practice management
software systems, more than any of its competitors.
During 1998, HSI distributed over 12.5 million pieces of direct
marketing materials (such as catalogs, flyers and order stuffers) to
approximately 600,000 office-based healthcare practitioners. HSI supports its
direct marketing efforts with approximately 700 telesales representatives who
facilitate order processing and generate sales through direct and frequent
contact with customers and with approximately 1,100 field sales consultants,
including equipment sales specialists. HSI utilizes database segmentation
techniques to more effectively market its products and services to customers.
In recent years, HSI has continued to expand its management information
systems and has established strategically located distribution centers in the
United States, Europe and Australia to enable it to better serve its customers
and increase its operating efficiency. HSI believes that these investments,
coupled with its broad product offerings, enable HSI to provide its customers
with a single source of supply
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for substantially all their healthcare product needs and provide them with
convenient ordering and rapid, accurate and complete order fulfillment. HSI
estimates that approximately 99% of all orders in the United States and Canada
received before 7:00 p.m. and 4:00 p.m., respectively, are shipped on the same
day the order is received and approximately 99% of orders are received by the
customer within two days of placing the order. In addition, HSI estimates that
approximately 99% of all items ordered in the United States and Canada are
shipped without back ordering.
HSI's principal executive offices are located at 135 Duryea Road,
Melville, New York 11747, (516) 843-5500.
Recent Acquisitions
HSI believes that there has been consolidation among healthcare
products distributors serving office based healthcare practitioners and that
this consolidation will continue to create opportunities for HSI to expand
through acquisitions and joint ventures. In recent years, HSI has acquired or
entered into joint ventures with a number of companies engaged in businesses
that are complementary to those of HSI. HSI's acquisition and joint venture
strategies include acquiring additional sales that will be channeled through
HSI's existing infrastructure, acquiring access to additional product lines,
acquiring regional distributors with networks of field sales consultants and
international expansion.
In the first quarter of its 1999 fiscal year, HSI acquired General
Injectables and Vaccines ("GIV") and the dental, medical and veterinary
healthcare distribution businesses of Heiland Holding GmbH (the "Heiland Group")
in transactions accounted for under the purchase method of accounting. GIV, a
leading independent marketer of vaccines and other injectables to office-based
practitioners in the United States, had 1998 net sales of approximately $120.0
million. The Heiland Group, the largest direct marketer of healthcare supplies
in Germany, had 1998 net sales of approximately $130.0 million.
HSI completed five acquisitions in its 1998 fiscal year. These 1998
acquisitions, which had aggregate net sales for 1997 of approximately $265.0
million, consisted of (i) two dental supply companies, the most significant of
which was H. Meer Dental Supply Co.; (ii) two medical supply companies, and
(iii) one international dental supply company. Four of these acquisitions were
accounted for under the pooling of interests method, and the remaining
acquisition of a 50.1% interest accounted for under the purchase method of
accounting.
11
<PAGE>
Year 2000 Issues
HSI has completed an inventory of all of its major business systems and
has made modifications to many of these business critical systems. This process
is expected to continue through the third quarter of 1999 as systems continue to
be modified and tested. At this time all of HSI's own software products
currently offered for sale are year 2000 compliant. HSI continues to work with
vendors to remedy products or services considered to be at-risk with the
objective to either correct any potential issues by the end of the third quarter
of 1999 or seek alternative sources. There can be no assurance that HSI will be
able to identify all vendor and other third party Year 2000 issues, as HSI
cannot independently verify the Year 2000 compliance of the products and
services that it obtains from third parties, or obtain sufficient alternative
supply sources of products and services such that disruption to HSI's business
will not be material. HSI currently ships substantially all of its orders in the
United States by United Parcel Service ("UPS"). UPS has advised HSI that their
systems are year 2000 compliant, including those systems used by HSI and its
distribution centers.
HSI expects to incur internal payroll costs as well as consulting costs
and other expenses related to customer and vendor relations, infrastructure,
facility enhancements and software upgrades necessary to prepare HSI's products,
services and systems for the year 2000. Management estimates that the cost of
this program will be between $2.0 million and $3.0 million, with approximately
$1.5 million representing incremental costs to HSI. This cost does not include
normal upgrading of business and financial systems that would be year 2000
compliant already. Through December 26, 1998 HSI had incurred costs on this
program of approximately $1.3 million, all of which have been treated as period
costs and expensed as such. For more information about certain legal
proceedings, see the discussion under the caption "HSI--Certain Legal
Proceedings".
Certain Legal Proceedings
At May 19, 1999, HSI had been named as a defendant in approximately 34
product liability cases. Of these cases, approximately 29 involve healthcare
workers who claim allergic reactions from exposure to latex gloves. In each of
these cases, HSI acted as a distributor of both brand name and "Henry Schein"
private brand latex gloves that were manufactured by third parties. The
manufacturers in these cases have withheld indemnification of HSI pending
product identification; however, HSI is taking steps to bring those
manufacturers into each case in which HSI is a defendant.
In addition, HSI is subject to other claims, suits and complaints
arising in the course of HSI's business. In Texas District Court, Travis County,
HSI and one of its subsidiaries are defendants in a matter entitled Shelly E.
Stromboe & Jeanne N. Taylor, on Behalf of Themselves and All Other Similarly
Situated vs. Henry Schein, Inc., Easy Dental Systems, Inc. and Dentisoft, Inc.,
Case No. 98-00886. This complaint, which was filed in January 1998, requests the
court to grant class action certification of a nationwide class and alleges,
among other things, negligence, breach of contract, fraud and violations of
certain Texas commercial statutes, in connection with the sale of software
products under the Easy Dental name during the period from approximately 1995 to
1997. Discovery is ongoing, and the class certification hearing is scheduled for
June 28, 1999.
The Company has various insurance policies, including product liability
insurance covering risks and in amounts it considers adequate. In many cases the
Company is provided indemnification by the manufacturer of the product. There
can be no assurance that the coverage maintained by the Company is sufficient to
cover all future claims or will be available in adequate amounts or at a
reasonable cost, or that indemnification agreements will provide adequate
protection for the Company. The Company intends to vigorously defend all such
claims, suits and complaints. In the opinion of the Company, the pending matters
will not have a material adverse effect on the financial statements of the
Company.
12
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the Offered Shares will go to the
Selling Shareholders who sell their shares. Accordingly, HSI will not receive
any proceeds from the sales of the Offered Shares.
SELLING STOCKHOLDERS
The following table lists the names and business addresses of each
Selling Stockholder, the number of shares of Common Stock beneficially owned by
each Selling Stockholder as of May 19, 1999, which shares constitute the number
of Offered Shares being offered by each Stockholder. Each of the Selling
Stockholders owns less than 1% of the outstanding shares of Common Stock. Except
as noted below, each Selling Stockholder in the table has sole voting and
investment power as to the Offered Shares shown as being owned by such person.
Number of Shares
Beneficially
Name and Address Owned and Offered
Martin Hausman
150 East 69th Street
Apartment 3P
New York, New York 10021
SS# ###-##-#### 56,374
Jonathan R. Hausman
110 Grove Street
Ramsey, New Jersey 07446
SS# ###-##-#### 56,373
Kenneth V. Hausman
60 Boulder Ridge Road
Scarsdale, New York 10583
SS# ###-##-#### 56,373
Martin Hausman
150 East 69th Street
Apartment 3P
New York, New York 10021
SS# ###-##-#### 775
Leo Hausman
309 East 49th Street
Apartment 6A
New York, New York 10017
SS# ###-##-#### 10,074
13
<PAGE>
Helaine Hausman
150 East 69th Street
Apartment 3P
New York, New York 10021
SS# ###-##-#### 3,100
Meyer Berkowitz
5600 Collins Avenue
Miami Beach, Florida 33140
SS# ###-##-#### 2,325
Estate of Blanche Hausman
c/o Leo Hausman, as Trustee
309 East 49th Street
Apartment 6A
New York, New York 10017
SS# ###-##-#### 7,749
Estate of Jack Hausman
c/o Irving Rosenweig,
as Executor
Parker, Chapin, Flattau &
Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036 4,649
James Hausman
370 East 76th Street
New York, New York 10021
SS# ###-##-#### 1,550
Jane and Richard Karp
4200 S. Ocean Boulevard
Highland Beach, Florida 33487
SS# ###-##-#### 13,173
Kevin Trainor
5301 Middlebury Drive
Mississauga, Ontario
L5M 5E5 6,500
Gordon Mullin
570 Gagnon Place
Newmarket, Ontario
L0W 158 6,500
14
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus, as appropriately amended or supplemented, may be used
from time to time by the Selling Stockholders to offer and sell the Offered
Shares in transactions in which they and any broker-dealer through whom such
shares are sold may be deemed to be underwriters within the meaning of the
Securities Act. HSI will receive none of the proceeds from any such sales. There
presently are no arrangements or understandings, formal or informal, pertaining
to the distribution of the Offered Shares. Upon HSI being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of Common Stock bought through a block
trade, special offering, exchange distribution or secondary distribution, a
supplemented Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the name of each Selling Stockholder and the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which the shares were sold, (iv) the commissions paid or the discounts
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out in this Prospectus and (vi) other facts material to the transaction.
Selling Stockholders may sell the shares being offered hereby from time
to time in transactions (which may involve crosses and block transactions) on
the Nasdaq National Market (the "NMS"), in negotiated transactions or otherwise,
at market prices prevailing at the time of the sale or at negotiated prices.
Selling Stockholders may sell some or all of the shares in transactions
involving broker-dealers, who may act solely as agent and/or may acquire shares
as principal. Broker-dealers participating in such transactions as agent may
receive commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the NMS, which
commissions may be at negotiated rates where permissible under such rules.
Participating broker-dealers may agree with Selling Stockholders to sell a
specified number of shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as an agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker- dealer's commitment to Selling Stockholders. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve crosses and block transactions and which
may involve sales to or through other broker-dealers, including transactions of
the nature described in the preceding two sentences) on the NMS, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchaser of such shares.
HSI has agreed to indemnify each Selling Stockholder under the
Securities Act against certain liabilities, including liabilities arising under
the Securities Act. Selling Stockholders may indemnify broker-dealers that
participate in sales of the Offered Shares against certain liabilities,
including liabilities arising under the Securities Act.
15
<PAGE>
EXPERTS
The consolidated financial statements included in HSI's Annual Report
on Form 10-K for the fiscal year ended December 26, 1998, which are incorporated
by reference in this Prospectus, have been audited by BDO Seidman, LLP,
independent auditors, as set forth in their report included therein and
incorporated herein by reference which, as to fiscal 1996, is based in part on
the reports of Deloitte & Touche LLP and Miller, Ellin & Company, LLP,
independent auditors. Such financial statements audited by BDO Seidman, LLP are
incorporated by reference herein in reliance upon such report given the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of Offered Shares of Common Stock has been passed upon for
HSI by Proskauer Rose LLP, counsel to HSI.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the distribution of the securities
being registered hereunder (all of which are already outstanding) are:
Securities and Exchange Commission registration fee................... $ 1,971
Accounting fees and expenses.......................................... $10,000
Legal fees and expenses (other than Blue Sky fees and expenses)....... $10,000
Miscellaneous......................................................... $ 2,000
--------
Total........................................................ $23,971
All amounts except the Securities and Exchange Commission registration
fee are estimated.
Item 15. Indemnification of Directors and Officers
Article TENTH of HSI's Amended and Restated Certificate of
Incorporation provides that HSI shall indemnify and hold harmless, to the
fullest extent authorized by the Delaware General Corporation Law, its officers
and directors against all expenses, liability and loss actually and reasonably
incurred in connection with any civil, criminal, administrative or investigative
action, suit or proceeding. The Amended and Restated Certificate of
Incorporation also extends indemnification to those serving at the request of
HSI as directors, officers, employees or agents of other enterprises.
In addition, Article NINTH of HSI's Amended and Restated Certificate of
Incorporation, as amended, provides that no director shall be personally liable
for any breach of fiduciary duty. Article NINTH does not eliminate a director's
liability (i) for a breach of his or her duty of loyalty to HSI or its
stockholders, (ii) for acts or omissions of intentional misconduct, (iii) under
Section 174 of the Delaware General Corporation Law for unlawful declarations of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transactions from which the director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors and officers against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
II-1
<PAGE>
Section 102(b)(7) of the Delaware General Corporation Law provides that
a corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for liabilities arising under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date when
such provision becomes effective.
Item 16. Exhibits and Financial Statements
The exhibits required by Item 601 of Regulation S-K and filed herewith
are listed on the Exhibit Index immediately preceding the exhibits. All
schedules are omitted as the required information is presented in the financial
statements or related notes incorporated by reference in the Prospectus or are
not applicable.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of Prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melville, State of New York on May 24, 1999.
Henry Schein, Inc.
By: /s/ Stanley M. Bergman
---------------------------------
Stanley M. Bergman
Chairman, Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Stanley M. Bergman,
Steven Paladino and Mark Mlotek, and each of them acting alone without the
others, as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in any and all capacities
(until revoked in writing), any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3, and any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) and the Securities Act of
1933, to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission, granting to
such attorney-in-fact and agent, and each of them acting alone without the
others, full power and authority to do all such other acts and things requisite
or necessary to be done, and to execute all such other documents as he may deem
necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Stanley M. Bergman Chairman, Chief Executive Officer, May 24, 1999
- ---------------------- President and Director (principal
Stanley M. Bergman executive officer)
/s/ James P. Breslawski Executive Vice President and Director May 24, 1999
- -----------------------
James P. Breslawski
/s/ Steven Paladino Senior Vice President, Chief Financial May 24, 1999
- ----------------------- Officer and Director (principal
Steven Paladino financial and accounting officer)
II-4
<PAGE>
/s/ Gerald A. Benjamin Senior Vice President-Administration May 24, 1999
- ----------------------- and Customer Satisfaction and
Gerald A. Benjamin Director
/s/ Leonard A. David Vice President-Human Resources, May 24, 1999
- ----------------------- Special Counsel and Director
Leonard A. David
/s/ Mark E. Mlotek Vice President, General Counsel, May 24, 1999
- ----------------------- Secretary and Director
Mark E. Mlotek
/s/ Bruce Haber Executive Vice President and Director May 24, 1999
- -----------------------
Bruce Haber
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
3.1 Form of Amended and Restated Articles of Incorporation. (Incorporated by --
reference to Exhibit 3.1 to Henry Schein, Inc.'s Registration Statement on
Form S-1, Reg. No. 33-96528)
3.2 Amendments dated November 12, 1997 to Amended and Restated Articles of --
Incorporation (Incorporated by reference to Exhibit 3.3 to HSI's Annual
Report on From 10-K for the fiscal year ended December 27, 1997)
3.3 Amendment dated June 16, 1998 to Amended and Restated Articles of --
Incorporation (Incorporated by reference to Exhibit 3.3 to Henry Schein,
Inc.'s Registration on Form S-3, Reg. No. 333-59793)
3.4 Form of Amended and Restated Bylaws. (Incorporated by reference to --
Exhibit 3.2 to Henry Schein, Inc.'s Registration Statement on Form S-1, Reg.
No. 33-96528)
3.5 Amendments to Amended and Restated By-laws adopted July 15, 1997. --
(Incorporated by reference to Exhibit 3.3 to Henry Schein, Inc.'s Registration
Statement on Form S-4, Reg. No. 333-36081)
5 Opinion of Proskauer Rose LLP regarding legality. II-7
11.1 Statements regarding computation of per share income (filed as part of Henry --
Schein, Inc.'s Current Report on Form 8-K dated June 24, 1997
and incorporated by reference in the Proxy Statement/Prospectus
included in this Registration Statement)
23.1 Consent of BDO Seidman, LLP II-8
23.2 Consent of Deloitte & Touche LLP II-9
23.3 Consent of Miller, Ellin & Company, LLP II-10
23.4 Consent of Proskauer Rose LLP (included in Exhibit 5) --
24.1 Powers of Attorney (included as part of the signature pages on page II-4 of --
the Registration Statement).
</TABLE>
II-6
<PAGE>
Exhibit 5
PROSKAUER ROSE LLP
1585 Broadway
New York, New York 10036
May 25, 1999
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Ladies and Gentlemen:
We are acting as counsel to Henry Schein, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company under the Securities Act of 1933
with respect to 225,515 shares (the "Shares") of the common stock, par value
$.01 (the "Common Stock"), of the Company. The Registration Statement relates to
the offer and sale of the Shares by certain selling stockholders.
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
By: /s/ RICHARD L. GOLDBERG
----------------------------
A Member of the Firm
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Henry Schein, Inc.
Melville, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Henry Schein, Inc. (the
"Company") on Form S-3 of our reports dated February 28, 1999 relating to the
consolidated financial statements and schedule of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 26, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
May 24, 1999
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Henry Schein, Inc. on Form S-3 of our report dated February 18,
1997 relating to Sullivan Dental Products, Inc. for the year ended December 31,
1996 appearing in the Annual Report on Form 10-K of Henry Schein, Inc. for the
year ended December 26, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
May 24, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of Henry Schein, Inc. of our
report dated February 12, 1997, except for Notes 8 and 12 which are dated March
7, 1997, relating to the consolidated financial statements and schedule of Micro
Bio-Medics, Inc. (the "Company") appearing in the Company's Annual Report on
Form 10-K for the year ended November 30, 1996.
/s/ MILLER, ELLIN & COMPANY, LLP
MILLER, ELLIN & COMPANY, LLP
New York, New York
May 24, 1999
